Effective: April 9, 2019
This is an agreement between You and Pix4D SA or its Affiliates ("Pix4D") and, together with any supplemental terms and conditions as case may be (collectively, the "General Terms"), applies to Your Account, Your purchase transactions, Your Subscriptions and our Offerings.
"You" or "Your" means you personally (i.e. the individual who reads and agrees to be bound by the General Terms) and, if you act on behalf of a corporation or other legal entity, collectively, you and such corporation or other legal entity on whose behalf you register for an Account, purchase transactions, subscribe for and/or select our Offerings. Any capitalized terms used throughout of the General Terms are defined terms. The definitions can be found in the main body of the General Terms and/or in Section 22.
1.1 By accepting the General Terms during Your Account registration, by purchasing or subscribing to our Offerings, or by accessing and using our Offerings, You are agreeing to be bound by the terms and conditions set forth in the General Terms.
1.2 If You are acting on behalf of a company or other legal entity (for instance, as an employee or a contractor), You agree to the General Terms on their behalf. You represent and warrant that You have the right, power and authority to act on behalf and bind such entity.
1.3 IF YOU DO NOT AGREE TO THE GENERAL TERMS, OR IF YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF THE ENTITY ENTERING INTO THE GENERAL TERMS, DO NOT CREATE AN ACCOUNT, PURCHASE, SUBSCRIBE TO, ACCESS OR USE OUR OFFERINGS.
1.4 Pix4D reserves the right to modify or revise the General Terms at any time and without notice. Your continue use of the Account or of the Offerings after such changes will indicate Your acceptance of such changes. Please remember to regularly consult this page in order to take note of any changes or amendments that may have been made to the General Terms. The version published on the Website at the relevant time applies between You and us.
2.1 The General Terms govern the registration and use of the Account, as well as the offering, sale, subscription and delivery of the Offerings from or on behalf of Pix4D and/or one of its Affiliates to You. Offerings ordered from other sale channels, such as an authorized reseller, distributor or systems integrator may be subject to additional terms and conditions set by such sale channel. Please note that the access and use of any of Pix4D’s Offerings is subject to the End-User License Agreement (the “EULA”).
2.2 Depending on the circumstances, You may have additional agreements signed directly with Pix4D that supplement or amend the General Terms (e.g. an enterprise terms and conditions) (the “Additional Agreements”). In addition, Offerings may be subject to special terms (the “Special Terms”). Special Terms may apply to a particular Offering (e.g. crane cameras) or to a particular category of user (e.g. students). Special Terms are available at www.pix4d.com/terms-and-policies. You agree to the Special Terms, if any, for an Offering that You purchase, subscribe to, obtain, access or use. IF YOU DO NOT AGREE TO ALL SUCH SPECIAL TERMS, YOU MAY NOT PURCHASE, SUBSCRIBE TO, OBTAIN, ACCESS OR USE THE RELATED OFFERINGS.
2.3 In case of conflict between the General Terms and any Additional Agreement(s) or Special Terms, the Additional Agreement(s) or Special Terms shall prevail in relation to their subject matter. If there is a conflict between the Additional Agreement(s) and the Special Terms, the Additional Agreement will prevail in relation to its subject matter. Any arrangement with respect to an Offering is expressly conditioned on Your agreement to the General Terms and any other applicable terms and conditions.
2.4 PIX4D EXPLICITLY REJECTS THE APPLICABILITY OF ANY OF YOUR GENERAL TERMS AND CONDITIONS. Failure by Pix4D to object to the terms and conditions set by You shall in no event be construed as an acceptance of any of Your terms and conditions.
2.5 Any electronic communication between Pix4D and You shall be effective as originals and shall be considered to be a "writing". The electronic communication system used by Pix4D will serve as sole proof for the content and the time of delivery and receipt of such electronic communications.
3.1 To purchase, subscribe to or otherwise obtain our Offerings, You need an Account. You can register for an Account at account.pix4d.com/signup.
3.2You are responsible for anyone who obtains, accesses or uses any Offering through You or Your Account (including Your Authorized Users). This means (among other things) that You are responsible for Your Authorized Users’ compliance with the General Terms, including their use of their individual Accounts, as though each of the Authorized Users is You. In certain cases, Your Authorized Users may be required to set up individual Accounts and accept the General Terms in order to obtain, access or use Offerings, but that requirement does not affect Your responsibility for Your Authorized Users.
3.3 Upon registration, You must provide Pix4D with accurate and complete registration information. You are sole responsible for the accuracy and completeness of the information provided to Pix4D. As the case may be, You shall inform Pix4D of any modification of Your data by updating Your profile. Pix4D is entitled to rely on any information You provide to it.
3.4 Upon registration, You shall indicate a valid email address to which all communications related to Your Orders or Subscriptions will be sent. Any communication sent to You by email shall be deemed received by You at the actual date and time of receipt, but at the latest 24 hours after being sent by Pix4D. It is Your responsibility to maintain the aforementioned address and to read the emails sent by Pix4D. You shall also configure – and regularly check – Your "spam" folder for emails sent by Pix4D.
3.5 Upon registration, You choose or shall be attributed, in case of reset, a password which allows You to order or to use other features of the Website and the Cloud Platform. This password is strictly confidential. It shall in no case be disclosed to third parties. You shall be sole responsible for the use, safeguard, and security level of Your password, which may be changed online at any time. Please note that You are responsible for any Order or Subscription made, even without Your knowledge, with Your password. You shall contact Pix4D immediately upon knowing or suspecting that a third party accessed Your password.
3.6 Your Account is designed to provide a place for You to access and manage Your account information, Your Orders and Subscriptions. Through Your Account, You will obtain rights to download, install, access and use the Offerings. Your Account is designed to be accessible virtually anywhere, anytime via the web at cloud.pix4d.com/login or at other successor or alternative Pix4D websites.
4.1 You may purchase our Offerings by placing an order with Pix4D (each, an "Order") either (a) through the Website ("Online Orders") or(b) by email at email@example.com ("Direct Orders"). Descriptions of our Offerings can be found at www.pix4d.com/terms-and-policies/offerings.
4.2 By clicking on the confirmation button (i.e. "Buy Now" or the like) in our online store (cloud.pix4d.com/store/) (the “Store”), You are placing an Online Order. This constitutes a binding and irrevocable offer to Pix4D to purchase the selected Offerings. By doing so, You acknowledge having read, understood and unreservedly agreed with the General Terms.
4.3 By returning to Pix4D the Quotation duly signed by You, You are placing a Direct Order. This constitutes a binding and irrevocable offer to Pix4D to purchase the selected Offerings. By doing so, You acknowledge having read, understood and unreservedly agreed with the General Terms.
4.4 All Orders must be pre-paid and shall be deemed placed only upon receipt, by Pix4D, of the full price of the Offerings, including any applicable Taxes (as per Section 6.3).
4.5 The data recorded by Pix4D shall constitute final proof of Orders placed by You. Likewise, the data recorded by third party payment service providers shall constitute final proof of payment of the purchase price.
4.6 All Orders placed by You are not binding on Pix4D until accepted by Pix4D in writing (the "Order Confirmation"). Pix4D shall be entitled to refuse a non-confirmed Order without indicating the reasons. Reasons for refusal may include previously failed payments, growing backlog or negative payment history, incomplete or incorrect Order details (such as missing email, missing billing address or pricing or Offerings description errors) or ineligibility according to Order criteria (e.g. entitlement to upgrade to purchase certain Offerings may be restricted to particular users or purposes).
4.7 The Order Confirmation shall specify the Offerings to be supplied by Pix4D, the duration of Your License, together with, as the case may be, the Documentation, any Additional Agreements and/or Special Terms.
4.8 Changes to any Order Confirmation always require written confirmation by Pix4D in order to become valid. Pix4D may agree in writing to the cancellation or alteration of an Order Confirmation at its sole discretion. The costs arising from the cancellation or alteration thereof will be exclusively borne by You.
5.1 You may subscribe to our Offerings by selecting any of the various subscription options provided in our online store (cloud.pix4d.com/store/) (the "Subscription"). Descriptions of the Subscriptions can be found at www.pix4d.com/terms-and-policies/offerings. Pix4D reserves the right to vary the content, duration and types of Subscriptions that it makes available to its subscribers at any time.
5.2 By clicking on the confirmation button (i.e. "Subscribe" or the like) in the Store, You are placing an Order for Subscription (the “Subscription Order”). This constitutes a binding and irrevocable offer to Pix4D to buy the selected Subscription. By doing so, You acknowledge having read, understood and unreservedly agreed with the General Terms.
5.3 Pix4D will try to process your Subscription promptly but does not guarantee that Your Subscription will be activated by any specified time. Your Subscription Order will only be accepted by Pix4D when Your payment and contact details have been successfully verified, at which point Pix4D will provide You with access to Your Subscription Offerings. You will receive written confirmation when Your Subscription Order has been accepted (the "Subscription Confirmation").
5.4 Your Subscription to an Offering will be for a fixed term of limited length, the length of which should be indicated at the time of purchase and should be reflected on Your Subscription Confirmation (the “Subscription Period”).
5.5 During Your initial Subscription Period (and of each renewal period thereafter), You may add to Your existing Subscription additional Subscriptions to other Offerings.
5.6 Unless otherwise stated in any Subscription Confirmation, Subscriptions automatically renew until cancelled in the “Plans and Products” section of Your Account. Pix4D will notify You if the price of a Subscription increases and, if required, seek Your consent to continue. You will be charged no more than 24 hours prior to the renewal date of Your Subscription Period. If Pix4D cannot charge Your payment method for any reason (such as credit card expiration or insufficient funds), and You have not cancelled the Subscription, You remain responsible for any uncollected amounts, and Pix4D may attempt to charge the payment method as You may update Your payment method information. This may result in a change to the start of Your next Subscription Period and may change the date on which You are billed for each period.
5.7 Unless otherwise stated in any Subscription Confirmation, You may cancel Your Subscription to any Offerings for any reason at any time in the “Plans and Products” section of Your Account by clicking on "Unsubscribe" or, if not available online, by contacting Pix4D by email at firstname.lastname@example.org. When You cancel Your Subscription to any Offerings, You will be able to access and use that Offering until the end of Your Subscription Period. Please note that You will not receive any refund for any of Your cancelled Subscriptions.
6.1 Prices are subject to change by Pix4D at any time and without notice. Only the price mentioned on the Order Confirmation or on Subscription Confirmation shall be binding.
6.2 Unless otherwise indicated, prices are set in Swiss Francs.
6.3 Unless otherwise indicated by Pix4D, prices are exclusive of sales, use, import/export, value added taxes or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Offerings (the "Taxes"). Any Taxes levied in connection with Your purchase of - or subscription to - the Offerings shall be for Your account and shall either be added to each invoice or separately invoiced by Pix4D to You. Responsibility for any withholding tax with relation to the sale or Subscription of the Offerings shall be borne by You and no deduction whatsoever shall be made from the amount payable to Pix4D under any invoice.
6.4 If Pix4D grants You a discount, this discount only relates to the Offerings specifically mentioned in the Order Confirmation or in the Subscription Confirmation.
7.1 The payment methods accepted by Pix4D are those mentioned on the Website or in the Quotation.
7.2 Payments shall be made with the servers provided and secured by payment service providers. No financial information relative to You is processed by Pix4D.
7.3 The risk of malfunction of the payment method is borne by You. You fully discharge Pix4D from any and all liability in this respect. As such, Pix4D shall not be responsible for any payment failure, in particular those resulting from inaccurate payment card details provided by You or from any restrictions applicable to the payment method chosen by You.
7.4 All payments shall be made without any deduction on account of any Taxes, withholding taxes or transfer costs. For the sake of clarity, the place for all payments to be made by You is the registered office of Pix4D.
7.5 By acquiring or subscribing to Offerings requiring regular payments on a monthly or annual basis ("Recurring Payments"), You authorize Pix4D to charge Your payment method automatically. You warrant that You shall remain the owner of the payment method specified for Recurring Payments and that such payment method has a sufficient limit (credit card) or sufficient funds (bank accounts) to pay any due Recurring Payments.
7.6 For the avoidance of doubt, 1 (one)-month License or Subscription Period represents 30 (thirty) consecutive calendar days starting from the day of its first activation.
7.7 Recurring Payments are linked to Your Subscription and will be canceled in conjunction therewith, which is once Your remaining Subscription Period has been fully covered.
7.8 With regard to payments for the sale – and the Subscriptions to – the Offerings, You acknowledge and agree that time is of the essence. Pix4D may, without prejudice to any other rights of Pix4D and without a written reminder, charge interest on any overdue payment at 10% (ten percent) per annum from the due date computed on a daily basis until all outstanding amounts due by You are paid in full. All costs and expenses incurred by Pix4D with respect to the collection of overdue payments (including, without limitation, reasonable attorney's fees, expert fees, court costs and other expenses of litigation) shall be for Your account.
8.1 Pix4D will generally provide You with access to the Offerings through Your Account or, in certain cases, through a Pix4D authorized third party or other means. Certain Offerings may require You to provide additional information to set up and access such Offerings, and You agree to provide that information.
8.2 Details necessary for You to download, use and/or activate any Offerings (such as license keys or access details) will be delivered by Pix4D to the email address indicated by You.
8.3 If You purchase or subscribe to an Offerings consisting of Software, Pix4D will make it available to You subject to compliance will all Your payment obligations. Pix4D will grant You, for the duration of Your Subscription, a non-exclusive, non-sublicensable, non-transferable License to download, install and use the Software (and permit Your Authorized Users to install and use the Software) solely (i) in accordance with the General Terms, the EULA, the Documentation and any applicable Additional Agreements and/or Special Terms, and (ii) within the scope of Your purchase or Subscription, including the License type (as detailed at www.pix4d.com/terms-and-policies/offerings, the permitted number of devices and other attributes specified for the service level that You selected when purchasing or subscribing to the Offering. If Your Order Confirmation or Your Subscription Confirmation from Pix4D does not specify one or more of those attributes, the License to the Software will be (i) a Trial Version and (ii) for You as an individual or, if You are a company or other legal entity, for use by one named employee. You may not access or use (or allow access to or use of) any Software other than as authorized by the General Terms and the EULA, and any other installation, access or use is not authorized.
Any refund request following the Offerings purchase date and during the Subscription Period will be subject to Pix4D’s prior authorization, and acceptance thereof shall be at Pix4D's sole discretion.
10.1 Depending on the Offering, You may be required to log into Your Account to activate, access or use (or to continue accessing or using) the Offering. Only You, including Your Authorized Users, may access or use an Offering. Access to and use of all Offerings is contingent on (among other things) Your timely payment of all applicable amounts, with respect to the Offerings and compliance with the General Terms.
10.2 Offerings do not include access to the internet or any other network or to any communications services or any hardware, software, storage, security or other resources necessary for accessing or using the Offerings. You and Your other suppliers and service providers are responsible for acquiring all such items and for their reliability, security and performance.
10.3 Pix4D may provide You with content, designs, models, data sets, project information, documents, libraries, audio, links, data, applications and other software, services or similar material of a third party (collectively, “Third Party Material”) in connection with the Offerings. Any such Third Party Material may be governed by that third party terms and conditions (the "Third Party Terms"). If there are no Third Party Terms, Your use must be (i) limited to the same terms as the Offering for which You received the Third Party Material, and (ii) solely in connection with Your use of such Offering. You take sole responsibility for determining, obtaining and complying with all Third Party Terms. Pix4D will have no responsibility for, and makes no representations and warranties regarding, (i) any Third Party Material or Your use of such Third Party Material, and (ii) the Third Party Terms or Your compliance with such Third Party Terms.
10.4 In order for You to access or use our Offerings, You may wish to upload or otherwise share content. You will retain Your ownership rights to files, designs, models, data sets, images, documents or similar material created by You or Your Authorized Users and submitted or uploaded to any Offering by You or Your Authorized User (the "Content").
10.7 You acknowledge that online services may suffer occasional disruptions or outages, and You may not be able to retrieve Your Content as a result. We recommend that You regularly backup Your Content to Your own storage. You are at all times responsible for storing and maintaining any such backup copies of Your Content.
11.1 The Offerings are tools and are intended only to assist You with Your design, analysis, estimation, calculation and other activities and are not a substitute for Your professional judgment or Your own independent design, analysis, estimation, calculation or other activities. Pix4D will not be responsible or liable in any manner whatsoever for the results obtained through use of the Offerings (the “Output”). You are responsible for Your (including Your Authorized Users’) use of the Offerings and any Output. Your responsibilities include, without limitation, the determination of appropriate uses for the Offerings and the selection of the Offerings and other computer programs and materials to help achieve Your intended results. You are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness, compliance with applicable legal requirements, and other characteristics of any Output, including, without limitation, all items elaborated with the assistance of the Offerings. You further acknowledge that the Offerings and Output may not achieve the results You desire within Your design, analysis, estimation, calculation and other constraints.
11.2 The Offerings are not designed for storage of sensitive personal data such as social security numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information or health insurance information; data about personal characteristics or other personal information, such as race or ethnic origin, religion or philosophical beliefs, political affiliation or opinions, genetic or biometric data, sexual orientation or trade union membership; or other information that may expose, or pose a risk of harm to, an individual if improperly disclosed or used (collectively, “Sensitive Personal Data”). Except as expressly required (e.g. a credit card number used to purchase a Subscription), You will not upload or otherwise make available to Pix4D any Sensitive Personal Data, including any files containing Sensitive Personal Data, in connection with Your use of any Offering.
12.1 Pix4D may make available or deliver Offerings (or features of an Offering) labelled or offered as “trial versions,” “pre-release,” “beta”, "free" or another similar designation (collectively, “Trial Versions”). You may download, install, access or use Trial Versions only during a fixed-term period and for the purpose of the trial, as expressly permitted by Pix4D.
12.2 Except as expressly set forth in the Documentation or applicable Special Terms, (i) the Trial Version will be limited to 30 days, (ii) the use will be only by You as an individual or, if You are a company or other legal entity, by one named employee.
12.3 Notwithstanding anything contained in the General Terms, (i) Pix4D makes no commitments with respect to Trial Versions regarding any features, functions, service levels or data and provides no warranties of any kind with respect to Trial Versions, (ii) Pix4D may choose not to generally release any Trial Versions or convert any Trial Version into a product offering, and (iii) Trial Versions may contain code that is not fully tested, including errors and faults that may cause total data loss or system failure. Pix4D reserves the right, without any further notice, to end any Trial Versions at any time.
13.1 You acknowledge and agree that Pix4D and its licensors and suppliers will have all ownership of and all rights with respect to (i) the Offerings, the Documentation and other information or material provided or made available by Pix4D to You and (ii) any copies of the foregoing, or any materials or other information based on, derived from or otherwise using any of the foregoing (including all rights under trade secrets, copyrights, trademarks, patents and all other intellectual property or proprietary rights relating to any of the foregoing).
14.1 You acknowledge that the use of the Offerings may be subject to requirements or limitations under any law, statute ordinance, regulation, code or standard ("Laws and Standards"). You shall be exclusively responsible for and warrants that Your use will (i) fully comply with all Laws and Standards associated with the intended use of the Offerings and (ii) obtain all necessary approvals, permits or clearances for such use.
14.2 You undertake to fully indemnify and hold harmless Pix4D, and its partners, directors, officers, agents and employees (each, an "Indemnified Party") from any damage, claim, liability, loss or expenses (including attorney costs) arising out of or relating to a breach of Your warranties under Section 14.1, whether or not caused by the Indemnified Party's negligence and whether or not the relevant damage, claim, liability, loss or expense has merit.
15.1 PIX4D MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE OFFERINGS INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
15.2 SOFTWARE ARE PROVIDED "AS IS". PIX4D DISCLAIMS ANY WARRANTY WHATSOEVER AS PER SECTION 15.1.
15.3 CLOUD SERVICES ARE PROVIDED "AS IS". PIX4D DISCLAIMS ANY WARRANTY WHATSOEVER AS PER SECTION 15.1.
16.1 EXCEPT AS PROVIDED UNDER SECTION 15, PIX4D SHALL NOT BE LIABLE TO YOU (OR YOUR AUTHORIZED USERS) OR ANY THIRD PARTY (WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OTHER TORT THEORY, CONTRIBUTION, BREACH OF WARRANTY, OR OTHER LEGAL OR EQUITABLE THEORY) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST PROFITS, LITIGATION COSTS, FAILURE OR DEFECTS OF THE OUTPUT, LOSS, CORRUPTION OR DELETION OF DATA OR YOUR CONTENT, PRODUCTION OR PROFIT, GOODWILL, LOSS OF REVENUE OR LOSS OF UNITS, LOSS OR INTERRUPTION OF BUSINESS, EVEN IF THAT PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS IT IS FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IN ANY EVENT, THE AGGREGATE LIABILITY OF PIX4D AND ITS LICENSORS AND SUPPLIERS WITH RESPECT TO ANY OFFERING OR OUTPUT THEREOF WILL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU FOR THE PURCHASE OR SUBSCRIPTION OF THE OFFERING IN THE ONE-YEAR PERIOD BEFORE THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE LIABILITY FIRST OCCURRED.
Pix4D is committed to protecting Your privacy. Pix4D's privacy and personal data policy governs the collection and use of any personal information You provide to Pix4D and forms an integral part of the General Terms. You acknowledge that You have read and understood Pix4D’s privacy and personal data policy.
18.1 You (and Your Authorized Users) agree to be identified as a customer of Pix4D. Pix4D may refer to You by name, trade name, trademark and may briefly describe the nature of Your business on any Pix4D or partner marketing materials, including but not limited to the Website, and any public or legal documents. By making an Order, You grant Pix4D a royalty-free, perpetual, non-exclusive, non-transferable and non-sublicensable right to use Your name and any trade names or trademarks solely for marketing purposes.
18.2 You may choose, at any time, to opt-out of this Section by submitting a request to email@example.com.
19.1 You acknowledge that Software are proprietary, copyrighted and may be protected by patents. All Software are licensed to You, subject to an End-User License Agreement, and title to Software remains with the applicable licensor(s). You agree to be bound by such End-User License Agreement in addition to the General Terms.
19.2 You acknowledge that You shall acquire no ownership rights, title or interest in or to the intellectual property of Pix4D and of Pix4D's partners, in particular in and to the copyrights on the Software or to their trademarks, brands, illustrations, logos and the like.
20.1 Heading. The headings contained in the General Terms are included for mere convenience of reference and shall not affect its construction or interpretation.
20.2 Complete Agreement. The General Terms, the Order Confirmation or the Subscription Confirmation and any Additional Agreements and/or Special Terms embody the entire understanding between You and Pix4D and supersede all previous agreements whether in writing or orally regarding its subject matter. In case of discrepancy between them, the order of descending precedence shall be 1) Order Confirmation or Subscription Confirmation, as amended in writing from time to time by mutual agreement between You and Pix4D, as the case may be , 2) Additional Agreements, 3) Special Terms, 3) General Terms.
20.3 Waiver. Failure by Pix4D to enforce at any time any provision of the General Terms shall not be construed as a waiver of Pix4D's right to act or to enforce any such term or condition and Pix4D's rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by Pix4D of any breach of the Your obligations shall constitute a waiver of any other prior or subsequent breach.
20.4 Severability. If any provision of the General Terms is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the legal and economic intent of the Parties to the fullest extent possible. In any event, all other provisions of the General Terms shall remain valid and enforceable to the fullest extent possible
20.5 Non-Assignment. Neither Party may assign any of the rights or obligations under the Order Confirmation or Subscription Confirmation without the prior written consent of the other Party.
21.1 The Order Confirmation, the Subscription Confirmation and the General Terms shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) shall not apply.
21.2 Any dispute arising out of, or in connection with, the Order Confirmation, the Subscription Confirmation and/or the General Terms shall be exclusively submitted to the courts of Lausanne, Switzerland, without prejudice to a possible appeal to the Swiss Federal Tribunal.
21.3 The preceding provision regarding venue does not apply if You are a consumer based in the European Union. If You are a consumer based in the European Union, You may make a claim in the courts of the country where You reside.
22.1 For all purposes of the General Terms, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
|Account||means Your account on the Website.|
|Additional Agreement||as per Section 2.2.|
|Affiliate||means any company which, directly or indirectly, controls, is controlled by or is under common control with Pix4D, by means of ownership of more than 50% of the voting stock in said company.|
|Approved Source||means (i) Pix4D or (ii) its Affiliates, and (iii) the Pix4D authorized reseller, distributor or systems integrator from whom You acquired the Software.|
|Authorized User||means (i) You (if You are an individual) and (ii) identified individuals (such as Your individual employees, consultants and contractors and other individuals accessing and using an Offering for Your benefit) for whom You have purchased or subscribed to an Offering. If an Offering allows You to designate Authorized Users for such Offering, You will be responsible for providing notice to, and obtaining agreement from, any such Authorized Users regarding the application of the General Terms to their access to and use of such Offering prior to their access and use.|
|Cloud Platform||means Pix4D’s cloud platform available at cloud.pix4d.com.|
|Cloud Services||means a cloud-based service made available by Pix4D, whether or not provided as part of an Offering and whether or not provided for a fee.|
|Content||as per Section 10.4|
|Direct Orders||as per Section 4.1.|
|Documentation||means any printed or online user or technical manuals, training materials, specifications or other documentation relative and applicable to the Pix4D Software provided by the Pix4D or an Approved Source.|
|EULA||means Pix4D’s End-User License Agreement as currently available at www.pix4d.com/terms-and-policies/pix4d-software-end-user-license-agreement.|
|General Terms||as per meaning in front page.|
|Indemnified Party||as per Section 14.2.|
|Laws and Standards||as per Section 14.1.|
|License||means the rights granted to You under the General Terms and the EULA when You purchase or subscribe to an Offering, a list of which can be found at www.pix4d.com/terms-and-policies/offerings.|
|Offerings||means collectively the Software, Cloud Services and other benefits provided by Pix4D and any Licenses for such items. Offerings includes free and other Trial Versions of Software, Cloud Services and other benefits.|
|Online Orders||as per Section 4.1.|
|Order||as per Section 4.1.|
|Order Confirmation||as per Section 4.6.|
|Output||as per Section 11.1|
|Pix4D, We, Us and Our||means Pix4D SA, a Swiss joint-stock company (société anonyme), registered in Switzerland under number CHE 207.009.701 with its seat at EPFL Innovation Park, Building F, 1015 Lausanne, Switzerland, and its Affiliates.|
|Quotation||means the quotation sent by Pix4D to You following Your purchase request via email at firstname.lastname@example.org.|
|Recurring Payments||as per Section 7.5.|
|Sensitive Personal Data||as per Section 11.2.|
|Software||means any software or similar materials, including any modules, components, features and functions, made available by Pix4D, whether or not provided as part of a Subscription and whether or not provided for a fee. Software includes updates and upgrades, as the case may be.|
|Special Terms||as per Section 2.2.|
|Subscription||as per Section 5.1.|
|Subscription Confirmation||as per Section 5.3.|
|Subscription Order||as per Section 5.2.|
|Subscription Period||as per Section 5.4.|
|Taxes||as per Section 6.3.|
|Third Party Material||as per Section 10.3.|
|Third Party Terms||as per Section 10.3.|
|Trial Version||as per Section 12.1.|
|You and Your||means the individual or legal entity setting up an account on the Website, purchasing or otherwise accessing to the Offerings under the General Terms.|
|Website||means Pix4D’s website (www.pix4d.com) and its subdomains (e.g. support.pix4d.com, cloud.pix4d.com).|
Should You have questions or comments regarding the Terms or suggestions regarding their improvement, please contact our support team at email@example.com or by phone at +41 21 552 05 90.
All rights on the General Terms belong to their author. Any reproduction, without prior license, is strictly forbidden.
This Agreement specifies the terms and conditions under which Pix4D allows you to use its Pix4D cloud and online services (the “Services“), including any scripts, applications, content files, software (the “Software“) and the associated documentation (the “Documentation“).
Depending on the circumstances, additional terms may apply by reference. In case of conflict between the terms of this Agreement and additional terms, the former shall prevail.
Pix4D reserves the right to amend this Agreement at any time. The amended Agreement will take effect on the date of publishing. Your continued use of the Services after such notification of change will constitute acceptance of the amendments. You may also be asked to re-acknowledge and reaccept this Agreement following any material changes.
By using the Services, you are confirming your complete and unconditional acceptance of the terms and conditions set forth in this Agreement and agreeing to become bound by this Agreement. If you do not agree to the terms and conditions of this Agreement, you may not use the Services.
Subject to your compliance with the Agreement, Pix4D grants you a non-exclusive, non-transferable, non-assignable and non-sublicensable right use the Service, the Software as well as the Documentation.
You shall not use the Service for any purpose other than those it was designed for. Without limiting the generality of the previous, you may not:
(a) You acknowledge and agree that Pix4D may monitor and audit your use of the Services for compliance with this Agreement at any time.
(b) In the event that such audit reveals any use of the Services by you other than in full compliance with the terms of this Agreement, you shall reimburse Pix4D for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
(a) By default, you are subscribed to the Services as a free user, with no obligation to pay a fee but limited functionalities (the “Free User“). You may, at any time, upgrade to a superior account type and switch to paying user with full functionalities against the payment of a corresponding fee (the “Paying User”). The change will take effect immediately upon acceptance of the order.
(b) Pix4D offers you the opportunity to try the Services free of charge as Free User to ensure that it meets your needs. All subscriptions as Paying User are final and non-refundable.
(c) Unless otherwise provided in this Agreement, your order and subscription to the Services as Paying Users shall be governed by the General terms and conditions of sale of Pix4D http://pix4d.com/terms-purchase/
(a) You may stop using the Services at any time. Doing so does not relieve you from any obligation to pay outstanding fees and does not grant a right to a refund.
(b) Paying Users must cancel their subscription by contacting Pix4D at least 5 (five) business days prior to the end of a subscription. If a Paying User does not submit such cancellation request in due time, the subscription will be automatically renewed for an identical period of time.
(c) This Agreement and your right to use the Services will terminate immediately, without a need for Pix4D to notify you (although a courtesy notification may be sent to the email address you provided us with) if:
(d) The termination of this Agreement will not limit any of Pix4D’s rights or remedies under this Agreement or at law.
(e) The termination of this Agreement will not affect any licenses you have granted, your indemnification obligations, Pix4D’s warranty disclaimers, Pix4D’s limitation of liability and the dispute resolution sections stated in this Agreement.
(a) Subject to the rights granted hereunder, all title, ownership, intellectual property rights and all other rights and interests in and to the Software (including any updates, enhancements, derivatives and modifications) and the Documentation, and any copies thereof are owned by Pix4D. You understand that you benefit from a service and that no intellectual property rights over the Software are granted to you.
(b) You further acknowledge that Pix4D® is a trademark which is owned exclusively by Pix4D and that this Agreement does not grant you any right whatsoever in this trademark. For example, you have no right to use, copy, modify, or publicly display this trademark, and you may not remove, alter, or delete such trademark as are affixed by Pix4D to reports, documents, templates, screen shots, output files, etc. generated through use of the Software.
(a) It is expressly agreed that any output file, which is any file generated by you as a result of you using the Services shall belong to you exclusively.
(b) By uploading content to the Services, you grant Pix4D a non-exclusive, worldwide, perpetual, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, publicly display and modify your contents to improve and/or market the Services. Paying Users may choose to opt-out of this Section by modifying their account settings or by submitting a request to firstname.lastname@example.org .
(c) It is recommended that you maintain backups of your contents directly or indirectly processed with the Services. In no case will Pix4D be responsible for the failure to store, the loss or the corruption of your contents.
(a) The Service is provided “AS IS”, without warranties of any kind, express or implied. To the maximum extent permitted by law, Pix4D disclaims all representations or warranties of merchantability or fitness for a particular purpose. Further, Pix4D does not represent nor warrant that the Services and/or Software, or materials provided through their use are accurate, complete, reliable, timely, secure, current, error-free or free of viruses or other harmful components, nor does it represent or warrant they will be available or accessible without interruption.
(b) Pix4D declaims any liability for your use of the Services and/or the Software. Those who use the Services and/or the Software do so at their own risk and costs, are responsible for compliance with applicable law and shall be sole responsible for any damages suffered or caused to third parties, including for loss of data, from the use or access of the Services and/or Software.
(a) As a matter of principle and to the maximum extent permitted by law, Pix4D does not accept any liability for any damages (including damages for loss of profits, loss of goodwill, loss of data or information, business interruption, computer failure or malfunction, unauthorized access to and/or loss of your personally identifiable information, or any and all other commercial damages) arising out of this Agreement or the use of or inability to use the Services, even if Pix4D has been advised of the possibility of such damages, unless it has committed a serious breach of its obligations as a consequence of willful misconduct or gross negligence.
(b) In particular, Pix4D is not responsible for any problems or technical malfunction. Under no circumstances shall Pix4D be responsible for any loss or damage, including personal injury or death, resulting from use or access to the Services and/or Software or from the conduct of any other users of the Software.
(c) If you are dissatisfied with the Service or any Pix4D terms and conditions, your sole and exclusive remedy is to discontinue using the Services and/or Software. In addition, you release Pix4D and its affiliates from any damages that you incur, and agree not to assert any claims against them, arising from your use of the Services and/or Software.
(a) Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.
(b) This Agreement and any document mentioned herein constitute the entire agreement between you and Pix4D concerning the Service, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Software. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement will add to or vary the terms of this Agreement unless signed by authorized representatives of both parties.
(c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach.
(d) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement will be enforceable notwithstanding said expiration or termination.
(e) If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the fullest extent possible. In any event, all other provisions of this Agreement shall remain valid and enforceable to the fullest extent possible.
(f) Both parties may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns.
(a) This Agreement will be governed by the substantive laws of Switzerland, without reference to conflict of laws principles.
(b) Any dispute, controversy or claim arising out of or in relation with this Agreement including the validity, invalidity, breach or termination thereof, shall be submitted to the exclusive jurisdiction of the ordinary courts of Lausanne, Switzerland, an appeal to the Swiss Federal Tribunal being reserved.
The original version of this Agreement is made in the English language. In the event of any inconsistency or contradiction between the English version and any translation thereof, the English version shall prevail.
For any questions regarding this Agreement, please contact Pix4D at:
Pix4D SA, EPFL Innovation park, Building F, 1015 Lausanne, Switzerland
Version: 24 August 2016
All rights on this Agreement belong to their author. Any reproduction, without prior license, is strictly forbidden.
1.1 Scope. These general terms and conditions (the “Conditions”) govern the rental, delivery and return of Pix4D crane cameras and related accessories (the “System”) by Pix4D SA, a Swiss corporation having its registered seat at EPFL Innovation Park, Building F, 1015 Lausanne, Switzerland (“Pix4D”) to a customer (the “Customer”, Pix4D and the Customer collectively, the “Parties”).
1.2 Acceptance of Conditions. By renting the System, Customer agrees to the applicability of the Conditions in respect of all transactions relating to the System’s rental. Without prejudice to the Conditions, Pix4D draws the attention of Customer on the existence of other applicable contractual terms, such as the end-user license agreement (http://pix4d.com/eula/), which sets the terms for the use of the Pix4D software.
1.3 Personal Use and No Sub-rental. Any rental agreed under these Conditions is strictly personal. Customer shall not sublease the System or any part thereof to a third party. Further, the System shall not be used or operated by anyone other than the Customer or an employee thereof.
2.1 Quotations. Unless stated otherwise by Pix4D, quotations merely constitute an invitation to Customer to place an order and are not binding on Pix4D. All quotations issued by Pix4D are revocable and subject to change without notice and without indicating reasons.
2.2 Confirmed Rentals. Offers are not binding until accepted by Pix4D in writing on the rental form (the “Confirmed Order”, respectively, the “Rental Form”). Pix4D shall be entitled to refuse a non-confirmed order without indicating the reasons. Verbal or written agreements and changes to orders that have been placed likewise always require written confirmation by Pix4D in order to become valid.
2.3 No cancellation. Confirmed Orders are non-cancellable and payments made are non-refundable. Pix4D may, in exceptional circumstances, agree in writing to the cancellation or alteration of a Confirmed Order provided that all costs be exclusively borne by Customer.
2.4 Ownership. Pix4D shall retain full ownership of the System even if installed in or attached to real property. Customer shall have no right or property interest therein, except for the right to use the System as provided under these Conditions.
3.1 Rental Fees. Customer shall pay the monthly fees in accordance with the terms specified in the Order Form. Prices do not include value added tax or any other applicable taxes or costs, which shall be for Customer’s account and shall be added to each invoice.
3.2 Rental Period. The rental period shall start on the day the System is delivered as per section 5.1 and end on the day where it is returned as per section 7.1 (the “Rental Period”), it being specified that if the System is not shipped for return within 3 days of the last day of rental, the Rental Period shall be automatically extended and rental fees shall be due accordingly. A full month of rental fees shall be charged for any additional started month.
3.3 Payment. Rental payments foreseen by the Order Form must be made in advance, through www.pix4d.com or by wire transfer to the bank account indicated by Pix4D. All other payments owed under the Conditions are due within 15 days as from the date of the invoice.
3.4 Full payment. All payments shall be made without any deduction. The place of payment for all payments to be made by Customer is the registered office of Pix4D.
3.5 Late Payment. With regard to payment, Customer acknowledges and agrees that time is of the essence. Pix4D may, without prejudice to any other rights of Pix4D and without a written reminder, charge interest on any overdue payment at 5% (five percent) per annum from the due date computed on a daily basis until all outstanding amounts due by Customer are paid in full. All costs and expenses incurred by Pix4D with respect to the collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses of litigation) shall be for Customer’s account.
4.1 Delivery. Pix4D shall organise the shipment at its costs and bear the risks until the System is at the disposal of the Customer at the place indicated on the Confirmed Order. In case of international delivery, Pix4D shall further clear the System for export, it being specified that Customer shall be the importer of record and, as such, shall obtain at its own risk and expense any import authorization, carry out all customs formalities and pay any costs (incl. import duties, taxes or customs clearance costs) in relation to the import of the System.
4.2 Inspection. Customer must inspect the System immediately upon receipt and satisfy himself/itself that the delivered goods are undamaged and in conformity with the Rental Form. Any apparent damage must be immediately notified to the carrier, prior to accepting delivery. In any event, all complaints regarding the System must be made in writing and reach Pix4D within 5 days of delivery. Provided damage during transport is confirmed by the carrier, Pix4D shall deliver a new System as per the Confirmed Order. Failure to complain within the appropriate time or any use of the System shall be deemed to be an unconditional acceptance of the delivered goods and waiver of all claims in respect thereof.
4.3 Delay. Unless stated otherwise in the Confirmed Order, any times or dates for delivery by Pix4D are estimates and shall not be of the essence. Pix4D is entitled to deliver the System as stated in the Confirmed Order in parts and to invoice separately. Delay in delivery of the System shall not relieve Customer of his/its obligation to accept delivery thereof, unless Customer cannot reasonably be expected to accept such late delivery.
During the entire Rental Period (which covers – for the avoidance of doubt – the whole duration where the System is in possession of the Customer), the Customer shall be bound by the following undertakings.
(a) The Customer agrees to properly follow the operating and service instructions and to have the System operated only by personnel with the required knowledge and skill.
(b) The System must be looked after and handled carefully, in particular during installation and removal.
(c) The Customer shall provide and equip the System with appropriate power and internet connection (via SIM card or Wi-Fi), for which Pix4D assumes no liability. The Customer undertakes to protect the System from electrical overload and shall be fully responsible for any damage in relation thereto (see section 7.2).
(d) The Customer acknowledges that the use of the System may be subject to requirements or limitations under any law, statute ordinance, regulation, code or standard (“Laws and Standards”). Customer shall be exclusively responsible for ensuring compliance with all Laws and Standards associated with his/its intended use of the System and for obtaining all necessary approvals, permits or clearances for such use.
5.2 Damage and Repair
(a) Any damage to or malfunction of the System during the Rental Period must be immediately notified to Pix4D.
(b) Any repair on the System shall be exclusively performed by Pix4D personnel. Customer shall not disassemble or open the System, attempt any repairs or make any modifications thereto unless instructed by Pix4D personnel in writing.
5.3 Ownership Protection.
(a) The Customer shall only be allowed to attach the System to other equipment temporarily, as required by the normal use of the System.
(b) The Customer shall keep the System separate from its own equipment and shall mark it to indicate that it is Pix4D’s property.
(c) The Customer shall ensure that any ownership labels remain safely attached on the System under all circumstances and refrain from removing them.
(d) In the event the System is levied upon or is threatened with seizure or the like, in particular during debt-recovery, insolvency or receivership proceedings, Customer shall immediately notify Pix4D and take all actions and file all petitions required to inform third parties and defend Pix4D’s ownership interest in the System. Customer shall indemnify Pix4D against all loss and damages by such action.
6.1 Return. Unless otherwise indicated by Pix4D, the Customer shall organise the return shipment at its costs and bear the risks until the System is at the disposal of Pix4D at the place indicated on the Confirmed Order. In case of international return shipment, Customer shall further clear the System for export, it being specified that Pix4D shall be the importer of record and, as such, shall obtain at its own risk and expense any import authorization, carry out all customs formalities and pay any costs (incl. import duties, taxes or customs clearance costs) in relation to the import of the System back in Switzerland. The Customer shall provide for appropriate insurance for the System during the return shipment. Section 4.2 shall apply in case of delay and the Rental Period be extended accordingly.
6.2 Liability for Damages. The System must be returned in good working condition at the end of the Rental Period. The hand-over to the carrier for return to Pix4D shall constitute confirmation thereof. Any cost of damages to, loss or destruction of the System during the Rental Period outside of normal wear and tear shall be reimbursed by the Customer, including damage caused by improper use, treatment or storage.
7.1 Limited Warranty. Pix4D solely guarantees that the system shall be free from defects in material and workmanship upon delivery. Pix4D gives no further guarantees, express or implied, including, without limitation, the condition, merchantability, design, capacity, performance, fitness for any specific purpose and absence of down-time of the system or of the data produced by it. The warranty shall not apply to any system, or portion thereof, which has been subject to abuse, misuse, improper installation, maintenance or operation, electrical failure or abnormal conditions, or unauthorized tampering, modification or repair.
7.2 Exclusive remedy. Customer’s sole remedy under the warranty (see section 8.1) shall be limited to, at Pix4D’s discretion, the replacement or repair of the defective system, to the exclusion of all other remedies.
7.3 Limited liability. Pix4D shall assume no liability of any kind (incl. direct, indirect or consequential damages) in connexion with the system or the rental thereof to the fullest extent permitted by law, it being specified that the exclusion of liability does not apply in case of wilful misconduct or – except with respect to auxiliaries – in case of gross negligence by Pix4D. In particular, Pix4D shall not be liable for any damage or harm (including bodily injury or death) in relation to improper installation, use, maintenance or operation of the system, electrical failure or overload of the system, or any failure to comply with operating and service instructions.
7.4 Indemnity. The customer shall indemnify and hold Pix4D harmless from and against all claims, proceedings, costs, expense, damages and liability, including attorneys’ fees, arising out of or connected with, or resulting from the installation, possession, use, operation or return of the system by the customer.
8.1 Independent Parties. Pix4D and the Customer are independent parties, and the relationship created hereby shall not be deemed to be that of principal and agent. The Customer shall under no circumstances be allowed to represent Pix4D or allow or encourage a third-party to believe in the existence of such powers.
8.2 Heading. The headings contained in the Conditions are included for mere convenience of reference and shall not affect its construction or interpretation.
8.3 Complete Agreement. These Conditions, the Order Confirmation and any additional Pix4D terms embody the entire understanding between the Parties and supersede all previous agreements whether in writing or orally regarding its subject matter. In case of discrepancy between them, the order of descending precedence shall be 1) Order Confirmation, 2) additional terms, 3) Conditions.
8.4 Waiver. Failure by Pix4D to enforce at any time any provision of the Conditions shall not be construed as a waiver of Pix4D’s right to act or to enforce any such term or condition and Pix4D’s rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by Pix4D of any breach of the Customer’s obligations shall constitute a waiver of any other prior or subsequent breach.
8.5 Severability. If any provision of the Conditions is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the legal and economic intent of the Parties to the fullest extent possible. In any event, all other provisions of the Conditions shall remain valid and enforceable to the fullest extent possible
8.6 Non-Assignment. Neither Party may assign any of the rights or obligations under the Conditions or a Confirmed Order without the prior written consent of the other Party.
9.1 Applicable Law. The Confirmed Order and the Conditions shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to the conflict of laws provisions thereof. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) shall not apply.
9.2 Jurisdiction. Any dispute arising out of, or in connection with, the Confirmed Order and/or the Conditions shall be exclusively submitted to the courts of Lausanne, Switzerland, without prejudice to a possible appeal to the Swiss Federal Tribunal.
For any questions regarding these terms, please contact Pix4D at:
Pix4D SA, EPFL Innovation Park, 1015 Lausanne, Switzerland E-mail: email@example.com Version: 170310 All rights on these terms belong to their author. Any reproduction, without prior license, is strictly forbidden
Last updated 9 April 2019
Pix4D SA, a joint-stock company incorporated under Swiss law, having its registered office at EPFL Innovation Park, Building F, 1005 Lausanne, Switzerland, takes the protection of Your personal data very seriously and of paramount importance. We want each visitor of our website, www.pix4d.com (the “Website”), to be in control of his personal data; the same goes for anyone using our software solutions, products, applications, web and cloud services (each a "Service", collectively the “Services”).
You granted us Your consent to do this when accessing, visiting and/or using the Website, when registering for an account and/or when signing up for use of the Pix4D software solution(s) and/or products.
In case of disagreement, if You withdraw Your consent or if You choose not to provide us with some of the required Personal Data, we may be totally or partially unable to provide You our Services.
The following section describes the information that we collect and how we collect it. There are multiple ways in which we collect information, which can be broadly categorized into:
(a) Information that You freely choose to share with us, and
(b) Information that is automatically collected when using our Services.
(a) Information that You freely choose to share with us
We collect the information that You directly provide to us, such as when You set up an account on the Website or when You send us an email.
This type of collection often occurs through our business support processes, such as:
When You sign up for, and open, an account on the Website, or sign up for content or offers, we may then ask You to provide us with Personal Data such as: Your contact information (name, email or mailing addresses, phone number and details about Your organization), Your account administration information (user name, password, and security question), Your billing information (bank account, credit and debit card number, billing address) and Your profile information (profile photo, language);
When You purchase, subscribe or otherwise obtain a licence to access and use our Services, where we may ask You to provide us with Your contact and billing information;
When You ask us a question via the contact form or request technical assistance and/or customer support, we may ask You to provide us with Your contact information as well as information related to the issue You are contacting us about.
In order to use our Services, we may ask You to provide us with Your contact information as well as Your account administration information.
Notwithstanding the above, please note that You may also choose to submit information to us via other methods, including: (i) in response to marketing or other communications, (ii) through social media or online forums, (iii) through participation in an offer, program or promotion, (iv) in connection with an actual or potential business relationship with us, or (v) by giving us Your business card or contact details at trade shows or other events.
Please note that You may deactivate Your Pix4D account and/or unsubscribe from receiving content or offers from us at any time. Following termination of Your account, we may retain Your Personal Data (in part or in whole) in order to meet any regulatory and reporting requirements for the timeframes stipulated by law and in order to be able to address customer service issues. Any other Personal Data we would have been processing on Your behalf would be deleted permanently within 30 calendar days.
(b)Information that is automatically collected when using our Services
Besides the Personal Data that You freely choose to share with us, we may automatically or passively collect and process various information regarding Your use of - and Your behaviour through - the Services, the Cloud Platform and/or the Website. While information collected in this manner is not typically Personal Data, we may combine it in ways that make it personally identifiable. When we do so, we will treat the combined information as Personal Data.
Information collected in this manner may include:
Browser and device data. The Website and Cloud Platform use various technologies to function effectively and to record information about You, such as IP address, device type, operating system and Internet browser type, screen resolution, operating system name and version, device manufacturer and model, language, plug-ins, add-ons and the language version of the Website, if any, You are visiting. We also may collect information about Your online activities on websites and connected devices over time and across third-party websites, devices, apps and other online features and services.
Usage data. So, when You visit the Website and Cloud Platform we store the name of Your internet service provider, the website from which You visited us from, the parts of the Website and Cloud Platform You visit, the date and duration of Your visit, and information from the device (device type, operating system, screen resolution, language and web browser type) You used during Your visit. We only capture and store a truncated version of Your IP address. This is captured and stored in an anonymized format by suppressing the last octet so Your full IP address never reaches our servers and we never have access to it.
Physical or geographic location data. When You access and use the Services, visit the Website and/or the Cloud Platform, we may collect information about Your country, region, city, or latitude or longitude.
You may deactivate or restrict the transmission of cookies by changing the settings of Your web browser. Cookies that are already stored may be deleted at any time. Should You visit the Website with cookies deactivated, You may possibly not be able to use all of the functions on the Website to the full extent. Please refer to Sections 7 and 8 below for further details.
We may also occasionally send You notification emails about updates to our products, legal documents, offer customer support or marketing emails. Except for cases where we are required to do so by law (e.g. notifying You of a data breach), You shall have the opportunity to unsubscribe from receiving these messages free of charge.
(a) facilitating and improving Your access to and use of the Services (e.g. to adjust the Services to the device You are using);
(b) improving and personalizing the Services so as to better meet Your expectations;
(c) recognizing and ceasing any misuse of the Services;
(d) improving the Services, the Website and the Cloud Platform;
(e) answering Your queries and providing You with effective assistance;
(f) gauging the effectiveness of our communications and marketing campaigns;
(g) delivering targeted offers, promotions, newsletters, surveys and other information;
(h) conducting demographic or aggregate studies for marketing, sales, planning, and business product development; and
(i) enabling and administering our business.
We use non-personally identifying data without restrictions.
On the contrary, Personal Data are only used for the purposes for which they were collected (see Section 2). Please note that we strive to minimize our use of Personal Data, and, to the maximum extent possible, anonymize or aggregate it before use.
Without prejudice to the foregoing, we rely upon a number of legal grounds to ensure that our processing of Your Personal Data is compliant with Applicable Law. We process Personal Data to facilitate the business relationships we have with our users in general, and You in particular, and to pursue our legitimate business interests in gaining a better understanding of our Services, so we can improve them and your overall experience.
Pix4D does not sell or rent Personal Data to marketers or unaffiliated third parties. We share Your Personal Data with trusted entities, as outlined below:
(a) Pix4D. We share Personal Data with other Pix4D entities and affiliates in order to provide the Services and for internal administration purposes.
(b) Service providers. We use a selected number of trusted external service providers for certain technical data analysis, processing and/or storage offerings. These service providers are carefully selected and meet high data protection and security standards.
We only share information with them (i) if required to achieve the purpose for which they were freely shared with us or that is required for the Services offered (e.g. the execution of an order, or the provision upon Your request of support services related to a hardware by the manufacturer of such hardware, such as senseFly SA or Parrot Drones SAS), (ii) if You have provided prior consent, (iii) if we are obliged to do so by statutory law or an instruction by a public authority or court, or (iv) upon the sale of our business.
(d) Corporate transactions. In the event that we enter into, or intend to enter into, a transaction that alters the structure of our business, such as a reorganization, merger, sale, joint venture, assignment, transfer, change of control, or other disposition of all or any portion of our business, assets or stock, we may share Personal Data with third parties for the purpose of facilitating and completing the transaction.
(e) Compliance and harm prevention. We share Personal Data as we believe necessary: (i) to comply with applicable law, or payment method rules; (ii) to enforce our contractual rights; (iii) to protect the rights, privacy, safety and property of Pix4D, You or others; and (iv) to respond to requests from courts, law enforcement agencies, regulatory agencies, and other public and government authorities, which may include authorities outside Your country of residence. In case of fraudulent use of the Services and, in particular, upon suspicion of punishable acts, Your Personal Data may be analysed for purposes of clarification and, upon duly justified request, according to us, transmitted to the competent official authorities or to the third person affected by the fraud.
Finally, please remember that when You publicly share Personal Data, this information may be seen and used by other people, as well as indexed by search engines.
You are also aware that when You sign up, we may send You informative emails on tasks such as how to download, install, access and use the selected Services during Your trail period. We may as well send You feedback emails to evaluate Your experience using the Services and/or communications about any other Service that may interest You or assist You going forward.
Please note that You cannot unsubscribe from these emails as they are necessary for us to provide You with a trail of our Services. Once the trial period has ended, You will stop receiving these emails but will still receive the emails for which You have subscribed.
During the trial period, You will be able to unsubscribe from emails that are not necessary for the completion of the trial.
(a) Strictly necessary cookies: these are cookies that are required for the operation of the Website and for You to be able to complete services You ask for. They include, for example, cookies that enable You to log into secure areas of the Website.
(b) Functional cookies: these cookies record information about choices You make on the Website, such as Your user name, language or the region You are in. In this way, we are able to personalize Your visit on the Website.
(c) Performance cookies: these “analytical” cookies allow us to collect information about how visitors use the Website, for example to count visitors and to see how visitors move around the Website. They record Your visit on the Website, the pages You have visited and the links You have followed and also Your shortened IP address. These cookies do not collect information that identifies You. All information is anonymous. This helps us to improve the way the Website works. In order to continuously improve and optimize the Website, we may use in particular the Google Analytics™ tracking technology. Google Analytics™ is a service of Google LLC. Google Analytics™ is a web-analysis service allowing us to better understand Your behaviour on the Website and to diagnose technical issues. It may use a certain type of cookies in order to collect anonymous information and create activity reports regarding usage statistics of the Website without You being personally identified. If You do not agree with Google Analytics ™ collecting personal data regarding Your visits, You can install an add-on module for Your web browser, which allows You to deactivate Google Analytics™ for the future.
(d) Social media cookies: these cookies allow You to share some content of the Website with social media platforms (e.g. Facebook™ or Twitter™ buttons). This method may authorize the concerned social media to monitor Your navigation on the Website by the mere fact that Your account is activated on Your device (open session) during the navigation. We have no control over these cookies as they are set by third-party providers.
(e) Advertisement cookies: these cookies allow us to deliver tailor-made advertisements to You on third-party websites based on Your interests in our products and services manifested during Your visit on the Website. These cookies do not collect information that identifies You. All information is anonymous.
We may engage on the Website in interest-based advertising, including retargeting or remarketing technology provided by third parties, such as Google™ or Facebook™. Based on that, we are able to approach You with personalized advertisements. For this purpose, cookies are stored on Your computer. During Your visit on the Website, neither the third-party providers nor Pix4D collect any personalized data, only anonymized data. Thanks to such data we can, for example, approach You with advertisements on third-party websites which is personalized according to Your interests in our products or services, e.g. after You have visited the Website and showed interest in a particular series of products or services, this technology may later show You more information in form of advertisements while surfing on another website. The only goal of engaging this technology is to best adapt the available information to Your interests and to make Your online experience as informative as possible.
(f) Flash cookies from Adobe Flash Player™: Adobe Flash Player™ is a piece of software allowing quick development of dynamic content using "Flash" language. Flash (and application of the same type) memorizes the settings, the preferences and the utilization of these contents thanks to a technology, which is similar to cookies. However, Adobe Flash Player™ manages this information and Your choices through an interface that is different from the one provided by Your web browser. As Your device could visualize content developed in Flash language, we invite You to access Your Flash cookies management tools, directly through the following website: http://www.adobe.com/fr/
At any time, You may deactivate cookies as follows:
Most browsers accept cookies automatically but allow You to disable them. The help menu on most browsers will tell You how to prevent Your browser from accepting new cookies, how to have the browser notify You when You receive a new cookie and how to disable cookies altogether. You can also disable or delete cookies You have previously accepted if You wish to. Further information is available on the following websites:
Microsoft Internet Explorer™:https://support.microsoft.com/en-gb/help/17442/windows-internet-explorer-delete-manage-cookies
Google Chrome™: https://support.google.com/accounts/answer/61416?hl=en
Most cookies can also be deactivated through third-party tools, such as the ones proposed by the website http://www.youronlinechoices.com/uk, by the website http://www.networkadvertising.org/choices or by the website https://www.ghostery.com/fr. Further, most of third-party providers offer modules or proceedings allowing You to deactivate the cookies they use. Pix4D offers no guarantee regarding these tools, developed by third parties.
In line with Applicable Law, You have the right to be informed of Your Personal Data processed by Pix4D, a right to rectification and/or correction, a right of erasure and/or restriction of processing. You have also the right to receive from Pix4D a structured, common and machine-readable format of Your Personal Data You provided to us.
You may at any time change and/or withdraw Your consent regarding any use or processing of Your Personal Data, without affecting the lawfulness of the processing that was carried out prior to withdrawing it. To this end, You may simply log onto Your account, access Your profile and make the desired changes or, should this option not be available, please contact our legal team at firstname.lastname@example.org or by phone at +41 21 552 05 90. Unless we are not able to identify the Personal Data that concerns You, the request is clearly unfounded or abusive (due notably to its repetitive nature) or we may oppose You another lawful legitimate reason, we will respond to Your request in a timely manner and at no cost.
Whenever You withdraw Your consent, You acknowledge and agree that this may have a negative influence on the quality of the Website, the Cloud Platform and/or the Services. You further acknowledge and agree that Pix4D shall not be held liable with respect to any loss and/or damage to Your Personal Data if You choose to withdraw consent.
|Information about Your right of objection under Article 21 GDPR|
1. Right of objection in individual cases
In addition to the rights already mentioned, You have the right, for reasons arising from Your particular situation, to object at any time to the processing of Personal Data relating to You, which is processed on the basis of Article 6 (1) e) GDPR (data processing in the public interest) and Article 6 (1) f) GDPR (data processing on the basis of a balance of interests); this also applies to profiling based on this provision within the meaning of Article 4 (4) GDPR. If You file an objection, we will no longer process Your Personal Data unless we can prove compelling grounds for the processing that outweigh Your interests, rights and freedoms or the processing serves to assert, exercise or defend legal claims. Please also note that, if we terminate the processing due to Your objection, the Website may no longer be available to You or only to a limited extent.
2. The right to object to the processing of data for advertising purposes
You also have the right to object at any time to the processing of Personal Data concerning You for the purpose of direct marketing (including any subscription to our newsletter or personalized ads); this also applies to profiling, insofar as it is associated with such direct marketing. If You object, we will no longer process Your Personal Data in the future.
The objection can be made form-free and should be addressed to the following e-mail: email@example.com or by phone at +41 21 552 05 90.
More generally, please send any request by mail or e-mail, with sufficient information for us to unequivocally identify You, to:
Pix4D SA EPFL Innovation Park, Building F CH-1005 Lausanne E: firstname.lastname@example.org P: +41 21 552 05 90
Finally, please not that, in addition, You have the right to lodge a complaint with the data protection authority in Your jurisdiction.
We make reasonable efforts to ensure a level of security appropriate to the risk associated with the processing of Personal Data. We maintain organizational, technical and administrative measures designed to protect Personal Data within our organization against unauthorized access, destruction, loss, alteration or misuse. Your Personal Data is only accessible to a limited number of personnel who need access to the information to perform their duties. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If You have reason to believe that Your interaction with us is no longer secure (for example, if You feel that the security of Your account has been compromised), please email@example.com immediately.
We will store Your usage data until such time when You withdraw Your consent for us to do so. All other Personal Data as specified above will be retained for as long as is necessary for the purpose(s) for which we originally collected it. We may also retain information and/or Personal Data as required by law.
If You are located in the European Economic Area or Switzerland, we comply with applicable laws to provide an adequate level of data protection for the transfer of Your Personal Data.
If You have an account with us, we will notify You of any material modifications by sending You an e-mail to the e-mail address associated with Your account, unless You have unsubscribed from all e-mail communications.
The Services may provide the ability to connect to other websites. These websites may operate independently from us and may have their own privacy notices or policies, which we strongly suggest You review. If any linked website is not owned or controlled by us, we are not responsible for its content, any use of such website or the privacy practices of the operator of such website.
Pix4D SA EPFL Innovation Park, Building F CH-1015 Lausanne E: firstname.lastname@example.org P: +41 21 552 05 90
Effective: 9 April 2019
This is an agreement between You and Pix4D SA or its Affiliates (“Pix4D”) and, together with any supplemental license terms and any specific terms and conditions, as the case may be (collectively, the "EULA"), governs your Use of the Pix4D Software.
Any capitalized terms used throughout of the EULA are defined terms. The definitions can be found in the main body of the EULA and/or in Section 13.
1.1 By Using the Pix4D Software, You are agreeing to be bound by the terms and conditions set forth in the EULA. Depending on the circumstances, the EULA may be complemented by supplemental license terms and specific terms made available in connection with surfing Pix4D website, ordering, installing, downloading, accessing or Using the Pix4D Software. In case of conflict between the EULA and such additional terms, the latter shall prevail. You agree to comply with the EULA in its entirety.
1.2 If You do not agree to the terms and conditions of the EULA, or if You do not have the right, power and authority to act on behalf of the entity entering the EULA, do not download, install, access, and/or otherwise Use, the Pix4D Software or do not otherwise click on any button or other mechanisms designed to acknowledge acceptance of terms.
1.3 The Licensor reserves the right to amend the EULA at any time. Your continued Use of the Pix4D Software after notification of such amendment will constitute acceptance of such amendments.
2.1 The EULA shall govern the offering, licensing (which are the terms and conditions under which Pix4D SA and/or one of its Affiliates (the “Licensor”) allows You to Use the Pix4D Software to input, process, assess, analyze, edit, output and deliver data for mapping and modelling purposes, as well as the Documentation, and the support of the Pix4D Software from or on behalf of the Licensor to You (the Licensor and You collectively, the "Parties").
2.2 The Pix4D Software is supported on Devices that meet the minimum and recommended hardware and software specifications and requirements mentioned on the following webpage: https://support.pix4d.com/hc/en-us/articles/202557289.
2.3 The Licensor explicitly rejects the applicability of any of Your general terms and conditions. Failure by the Licensor to object to the terms and conditions set by You shall in no event be construed as an acceptance of any of Your terms and conditions.
2.4 Any electronic communication between the Parties shall be effective as originals and shall be considered to be a "writing" between the Parties. When and if used, the electronic communication system used by the Licensor will serve as sole proof for the content and the time of delivery and receipt of such electronic communications.
3.1 Principle. Subject to payment of the applicable fees and compliance with the EULA, the Licensor grants You a non-exclusive, non-transferable, non-assignable and non-sublicensable right to install, run and use the Pix4D Software as well as to access the Documentation (the "License"). 3.2 Restrictions. All rights not expressly granted by the Licensor hereunder are reserved; You have only the limited rights granted with the Pix4D Software expressly set forth in the EULA, and You have no other rights, implied or otherwise. Without limiting the generality of the previous sentence, You will not and will not allow any third party to:
a. make copies of the Pix4D Software (or any part thereof), with the exception of one (1) back-up copy for archival purposes;
b. modify, adapt or create derivative or composite works of the Pix4D Software or the Documentation;
c. transfer, sublicense, or assign Your rights under the License to any other person or entity, or otherwise share the Pix4D Software (or any part thereof) to any other person or entity;
d. reverse engineer, decompile, decrypt, disassemble, separate out any of its components for Use with other software solutions, or otherwise attempt to derive the source code or any underlying proprietary information of, the Pix4D Software or any part thereof;
e. remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the Pix4D Software
f. make the functionality of the Pix4D Software available to third parties, whether as an application service provider, or on a rental, service bureau, cloud service, hosted service, or in any other way making the Pix4D Software available over a network where it could be used by multiple devices at the same time, unless expressly authorized by Pix4D in writing;
g. without the written authorization of the Licensor, use the Pix4D Software through the API;
h. circumvent the copy protection technology that may be included in the Pix4D Software, including features that automatically disables or limits use of the Pix4D Software upon expiration of a License;
i. use the Pix4D Software in any way that violates any applicable federal, state, local, or international law or regulation; and
j. more generally, assist or allow anyone to do anything that the EULA prohibits You from doing.
3.3 Precisions. For the sake of clarity, it is expressly specified that:
a. The Licensor licenses You the right to Use only the Pix4D Software You acquire from an Approved Source. Unless contrary to applicable law, You are not licensed to Use the Pix4D Software on secondhand or refurbished Pix4D equipment not authorized by Pix4D, or on Pix4D equipment not purchased through an Approved Source.
b. In the event that Pix4D requires You to register as an end user, the License is valid only if the registration is complete and accurate. The Pix4D Software may contain open source software, subject to separate license terms.
c. The Pix4D Software is licensed, not sold, to You by the Licensor for use only under the terms of the EULA. The Licensor and/or the Licensor’s licensors retain ownership of the Pix4D Software itself and all copies thereof, and reserve all rights not expressly granted to You, included without limitation any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights.
d. You shall take reasonable security measures to ensure that no person other than You or any person acting under Your full liability and supervision accesses the Pix4D Software, it being specified that You may permit a third party to Use the Pix4D Software licensed to You under this EULA provided such Use be solely (i) on Your behalf, (ii) for Your internal operations, and (iii) in compliance with this EULA. You agree that you are liable for any breach of this EULA by that third party.
e. To the extent that the Pix4D Software may be used to reproduce, modify, publish and distribute materials, it is licensed to You only for reproduction, modification, publication and distribution of non-copyrighted materials, materials in which You own the copyright, or materials You are authorized or legally permitted to reproduce, modify, publish or distribute. If You are uncertain about Your right to copy, modify, publish or distribute any material, You should contact Your legal advisor.
3.4 Term. If the Pix4D Software is licensed for a specified term, Your License is valid solely for the applicable term. Your right to Use the Pix4D Software begins on the date the Pix4D Software is made available for download or installation and continues until the end of the specified term, unless otherwise terminated in accordance with the EULA.
3.5 Compliance with Laws. You agree to use the Pix4D Software in compliance with all applicable laws, including local laws of the country or region in which You reside or in which You download or Use the Pix4D Software.
3.6 Audit & monitoring. Whatever the type of License granted, You acknowledge and agree that the Licensor may monitor and audit Your Use of the Pix4D Software for compliance with the EULA at any time, upon reasonable notice.
In the event that such audit reveals any of Your Uses of the Pix4D Software other than in full compliance with the terms of the EULA, You shall reimburse the Licensor for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.
4.1 Principle. Your rights to access and benefit from Upgrades and Support is depending upon Your type of License. Access to Upgrades and Support may be:
(i) included in the License;
(ii) absent by default from the License, in which case access to Upgrades and Support may be specifically subscribed for, providing payment of the applicable Upgrade and Support fee; or
(iii) included in the License for a limited term when specified, in which case it can be renewed by paying the applicable Upgrade and Support fee.
Any Upgrades and Support term starts upon the grant of the License. Each subsequent Upgrades and Support renewed or extended term will start on the day following the expiration of the previous term, regardless of the actual renewal date.
4.2 Upgrades. The Licensor provides Upgrades, including modification or discontinuance of certain functionalities of the Pix4D Software, at its sole discretion, upon the following terms and conditions:
a. You may continue to Use the previous version together with an Upgrade provided that both are installed on the same Devices, subject to the limitations set forth in the original purchase order.
b. Unless the Licensor provides other terms and conditions with an Upgrade, the terms and conditions of the EULA shall continue to apply. You may refuse to accept an Upgrade, it being specified however that (i) the functionalities of the Pix4D Software may be partially or totally restricted and (ii) the Licensor shall have no further obligation to provide Support on previous versions, but may at its sole discretion provide limited assistance.
c. If amended terms and conditions of the License are provided with the Upgrade, such new terms will apply upon installation of the Upgrade. If no amended terms and conditions of the License are provided, the EULA shall continue to apply.
4.3 Technical Support. By default, for any type of License, You will be granted access to the knowledge database and Support website of the Licensor accessible on the following webpage: https://support.pix4d.com/hc/en-us, and You will be allowed to participate and consult the community forum of the Licensor accessible on the following webpage: https://support.pix4d.com/hc/en-us/community/topics, it being specified that the Licensor makes no warranties that this technical basic Support tools will resolve any particular issue You may face or that such resolution will meet Your requirements and/or expectations.
4.4 Personal Support. When and to the extent applicable pursuant to the type of License only, the Licensor shall provide personal Support upon the following terms and conditions, it being specified that the Licensor makes no warranties that the personal Support will resolve any particular Support request or that such resolution will meet Your requirements and/or expectations:
a. Support will be provided by a dedicated email ticketing system. The Licensor will investigate promptly any questions or problems related to the Pix4D Software You may have, provided that adequate information is delivered to the Licensor (i) to assist the investigation, such as the nature of the problem, including any information reasonably necessary for diagnosis and correction, the operation or the serial of operations being performed by the Pix4D Software when the problem occurred, detailed description of the problem, its duration, any attempts made by You to resolve the problem, and, ultimately, (ii) to confirm that the questions have been answered and the problems solved.
b. For the sake of clarity, the Licensor does not provide guaranteed response time but undertakes to make good faith efforts to answer e-mails within 24 (twenty-four) hours during workweek, excluding holidays. Further, the Support to be provided by the Licensor hereunder is limited to the most current version of the Pix4D Software.
c. All Support requests must be submitted to our Support ticketing system available at https://support.pix4d.com.
d. Certain operations recommended by the Licensor in answer to Your Support request may compromise the integrity of Your data. You are solely responsible for providing adequate and complete back-up of Your data at all times and the Licensor shall assume no liability in case of loss in the integrity for any reason whatsoever.
e. The Licensor’s undertaking to provide Support is contingent upon Your proper Use of the Pix4D Software and full compliance with the EULA. Moreover, the Licensor shall be under no obligation to provide Support should such services be required due to (i) failure to operate the Pix4D Software within the systems requirements and/or specifications as per Section 2.2, (ii) any modification or attempted modification of the Pix4D Software by You or any third party, or (iii) Your failure or refusal to implement operations recommended by the Licensor.
5.1 Respect of Laws & Standards. You acknowledge that the Use of the Pix4D Software may be subject to requirements or limitations under any law, statute ordinance, regulation, code or standard ("Laws and Standards"). You shall be exclusively responsible for and warrants that You will (i) fully comply with all Laws and Standards relating to the export control of the Pix4D Software, as further detailed in Section 9.2, (ii) ensure compliance with all Laws and Standards associated with Your intended Use of the Pix4D Software and obtain all necessary approvals, permits or clearances for such Use.
5.2 Indemnification. You undertake to fully indemnify and hold harmless the Licensor, and its partners, directors, officers, agents and employees (each, an "Indemnified Party") from any damage, claim, liability, loss or expenses (including attorney costs) arising out of or relating to a breach of Your warranties under Section 5.1, whether or not caused by the Indemnified Party's negligence and whether or not the relevant damage, claim, liability, loss or expense has merit.
6.1 Principle. The Pix4D Software is provided “AS IS” basis without warranties of any kind, either express or implied, except if You have subscribed for the extended representations & warranties scheme, detailed in Schedule A.
Neither the Licensor nor any Approved Source represents or warrants that the Pix4D Software or materials provided through use of the Pix4D Software are accurate, complete, reliable, timely, secure, current, error-free or free of viruses or other harmful components, nor does it represent or warrant that the Pix4D Software or the standard Support will be available or accessible without interruption.
6.2 Express DISCLAIMER. To the fullest extent permissible pursuant to applicable law, the Licensor and/or any Approved Source disclaims all warranties, conditions and/or terms, express or implied, contractual or statutory, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement. In particular, The Licensor does not warrant that the Pix4D Software will operate uninterrupted or error-free or that all errors will be corrected. In addition, the Licensor does not warrant that the Pix4D Software or any equipment, system or network on which the Pix4D Software is Used will be free of vulnerability to intrusion or attack.
Those who Use or process the Pix4D Software do so at their own risk and costs, and are responsible for compliance with local law. In particular, You (and not the Licensor) assume the entire cost of all necessary maintenance, repair or correction, if any, except for the Support to be provided in accordance with the terms and conditions set forth in Section 4.3.
7.1 Principle. (a) As a matter of principle, neither the Licensor, its officers, directors, employees, agents, suppliers and licensors collectively, nor any Approved Source, accept any liability to You or any third party for any direct, indirect, incidental, exemplary, special or consequential damages (including damages for loss of profits, loss of goodwill, loss of data or information, business interruption, computer failure or malfunction, unauthorized access to and/or loss of Your personally identifiable information, or any and all other commercial damages) arising out of the EULA, the License or Use of or inability to Use the Pix4D Software, even if the Licensor, its officers, directors, employees, agents, suppliers and licensors collectively, or any Approved Source, have been advised of the possibility of such damages, and regardless of the theory of liability, unless it has committed a serious breach of its obligations as a consequence of willful misconduct or gross negligence.
(b) In particular, the Licensor and/or any Approved Source is not responsible for any problems or technical malfunctions of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the internet, including any injury or damage to End users or to any person's computer related to or resulting from participation or downloading materials in connection with the Pix4D Software. Under no circumstances shall the Licensor be responsible for any loss or damage, including personal injury or death, resulting from Use of the Pix4D Software or from the conduct of any end users of the Pix4D Software, whether online or offline.
(c) For the sake of clarity, neither the Licensor nor any Approved Source further bears any liability for the transfer and content of any metadata attached to or contained in the pictures uploaded by You whilst Using the Pix4D Software and/or any related services.
7.2 Consequences. If You are dissatisfied with the Pix4D Software and/or the provisions of any related services, its sole and unique option is to discontinue Using the Pix4D Software and the related services. In addition, You release the Licensor, its Affiliates and/or any Approved Source from any damages that You incur, and agree not to assert any claims against them, arising from the Your use of the Pix4D Software or the provision of related services.
8.1 Ownership rights. (a) Subject to the License granted hereunder, all title, ownership, intellectual property rights and all other rights and interests in and to the Pix4D Software (including any updates, enhancements, derivatives and modifications), the Documentation and any copies thereof, are owned by the Licensor. You acknowledge and understand that the Pix4D Software is licensed and not sold.
(b) The possession, installation and use of the Pix4D Software does not grant You any rights or title to any intellectual property rights in the Pix4D Software, the Documentation or the trademarks, brands, illustrations, logos and the like which appear on the Pix4D Software and the related accessories and, as the case may be, packaging.
(c) The structure, organization and code of the Pix4D Software are valuable trade secrets and confidential information of the Licensor.
(d) You further acknowledge that Pix4D® is a trademark which is owned exclusively by the Licensor and that the License does not grant You any right whatsoever in this trademark. For example, You have no right to use, copy, modify, or publicly display this trademark, and You may not remove, alter, or delete such trademark as are affixed by the Licensor to reports, documents, templates, screenshots, output files, etc. generated through Use of the Pix4D Software.
8.2 Your content. It is expressly agreed that any output file, which is any file generated by You as a result of Your Using the Pix4D Software shall belong to You exclusively.
9.1 Marketing. (a) As part of the License, You agree to be identified as a customer of the Licensor. The Licensor may refer to You by name, trade name, trademark and may briefly describe the nature of Your business on any marketing materials of the Licensor, including but not limited to the Website, and any public or legal documents.
(b) You hereby grant to the Licensor a royalty-free, perpetual, non-exclusive, non-transferable and non-sub-licensable right to use Your name and any trade names or trademarks solely for marketing purposes pursuant to this Section. You may choose to opt-out of this Section by submitting a request to email@example.com.
9.2 Export controls. (a) The transfer of the Pix4D Software across national boundaries may be subject to restrictions. You undertake to comply with all applicable international laws governing Use, export, re-export and transfer of products and technology, in particular, the Pix4D Software, as well as end-user, end-use and destinations restrictions issued by governments, as the case may be.
(b) Without derogating from the generality of the foregoing, You represent that You are not a member of any denied person list, debarred list or any other similar lists published by any government where it intends to use the Pix4D Software and that it will not Use, Use, export, re-export or transfer the Pix4D Software to territories, destinations, companies, or individuals in violation of U.S. or E.U. embargoes or trade sanctions. You will indemnify, defend and hold the Licensor harmless from and against any claim, demand, suit or proceeding, and all damages, liabilities, costs and expenses arising from Your failure to comply with this Section 9.2.
it being specified that You may withdraw Your consent to such communication and/or transfer by uninstalling the Pix4D Software.
(d) The Use of the Pix4D Software may facilitate or require Your access to and Your Use of content and services that are hosted on websites maintained by the Licensor or by third parties. In some cases, such content and services may appear to be a feature or function within, or extension of, the Pix4D Software, even though hosted on such websites. Accessing such content or services may cause Your computer and/or Device, without additional notice, to connect automatically to the Internet (transitorily, intermittently or on a regular basis) and to communicate with a Licensor's or third-party website—for example, for purposes of providing You with additional information, features and functionality or to validate that the Pix4D Software is being used as permitted under the EULA or other applicable terms. Such connectivity to websites of third parties is governed by the terms (including the disclaimers and notices) found on such sites or otherwise associated with the third-party content or services. The Licensor does not control, endorse, or accept responsibility for any such third-party content or services.
9.4 US Government end-users. The Pix4D Software and Documentation are "commercial items," as defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software) and Defense Federal Acquisition Regulation Supplement (“DFAR”) 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which the EULA may be incorporated, Government end users will acquire the Pix4D Software and Documentation with only those rights set forth in the EULA. Any license provisions that are inconsistent with federal procurement regulations are not enforceable against the U.S. Government.
10.1 Duration. The EULA shall remain effective until terminated upon cancellation or until the expiration of the applicable License or subscription term:
10.2 Cancellation. (a) By You. You may terminate the EULA - and its right to use the Pix4D Software - at any time by ceasing Use of or destroying all copies of the Pix4D Software.
(b) By the Licensor. The Licensor may terminate the EULA - and waive Your right to use the Pix4D Software with immediate effect - in case of Your failure to comply with any material obligation hereunder, without incurring any liability to You. No notification shall be required from the Licensor to effect such termination.
10.3 Effect of termination. (a) Upon termination or expiration of the EULA, You shall immediately discontinue Your Use of the Pix4D Software and of the Documentation and delete or destroy any copies thereof from Your Device(s) (including archives and back-up copies), whether full or partial. Upon the Licensor’s request, You shall certify that it has fully complied with the foregoing undertaking.
(b) For sake of clarity, the Licensor shall have no further obligation to provide assistance, Upgrades and Support once the EULA has been terminated, unless the Parties agree otherwise.
(c) The termination or expiration of the EULA will not limit any of the Licensor’s rights or remedies under the EULA or at law.
11.1 Independent Contractors. The Licensor and You are independent contractors, and the relationship created hereby shall not be deemed to be that of principal and agent.
11.2 Severability. If any provision of the EULA is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the legal and economic intent of the Parties to the fullest extent possible. In any event, all other provisions of the EULA shall remain valid and enforceable to the fullest extent possible.
11.3 Heading. The headings contained in the EULA are included for mere convenience of reference and shall not affect the latter’s construction or interpretation.
11.4 Waiver. Failure by the Licensor to enforce at any time any provision of the EULA shall not be construed as a waiver of the Licensor's right to act or to enforce any such term or condition and the Licensor's rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by the Licensor of any breach of Your obligations shall constitute a waiver of any other prior or subsequent breach.
11.5 Entire Agreement. The EULA represents the entire agreement of the Parties and supersedes any prior discussions or understandings, whether written or oral, relating to the subject matter hereof.
11.6 Notices. For the purpose of all written communications between the Parties, any notice or other communication made in connection with the EULA shall be in writing and shall be e-mailed to the addresses below:
If to the Licensor: e-mail: firstname.lastname@example.org.
If to You: at Your e-mail furnished upon Your registration. In case of change, it is Your sole responsibility to notify the Licensor of Your new contact details.
12.1 Governing Law. Except as provided in Sections A Clauses 13.2 and 13.3 below, this License Agreement shall be governed by and construed in accordance the laws specified below for the country or territory in which You obtained the Pix4D Software, without reference to or application of any conflicts of laws principles:
a. United States. To the extent controlling, the federal laws of the United States or, by default, the laws of the State of California, USA.
b. European Union (EU). If you obtained the Pix4D Software in a member country of the EU, the substantive laws of Germany.
c. Asia, Oceania or the Asia-Pacific region, other than Mainland China, Hong Kong SAR and Macau. If you obtained the Pix4D Software in Asia, Oceania or the Asia-Pacific region, other than Mainland China, Hong Kong SAR and Macau, the substantive laws of Singapore.
d. Mainland China, Hong Kong Special administrative Region (SAR) and Macau. If you obtained the Pix4D Software in Mainland China, Hong Kong SAR or Macau, the laws of Hong Kong SAR.
e. Switzerland and worldwide, unless in a country or region described above. If you obtained the Pix4D Software in Switzerland and worldwide, unless in a country or region described above, the substantive laws of Switzerland.
Notwithstanding the foregoing, if the mandatory laws or public policy of any country or territory in which the EULA is enforced or construed prohibit the application of the laws specified herein, then the laws of such country or territory shall instead apply to the extent required by such mandatory laws or public policy. Similarly, if You are an individual consumer, the provisions of this Section 12.1 shall not affect any mandatory right You may have to take action in Your country of residence under the laws of that country.
12.2 Exclusion. The EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
12.3 Jurisdiction and Venue. Any dispute, controversy or claim arising out of or in connection with the EULA, including its conclusion, validity, binding effect, amendment, breach, termination or rescission shall be first resolve informally by providing a notice including a brief description of the dispute and related documentation, controversy and/or claim to the Licensor at the address mentioned in Section 11.6. If the dispute is not resolved within 30 (thirty) calendar days of the Licensor's receipt of the notice, either You and/or the Licensor may file a formal claim in the following exclusive forums for dispute resolution:
a. United States: (i) United States District Court for the Northern District of California in San Francisco, or, (ii) as the case may be the Superior Court of the State of California, County of Marin, it being specified that, to the fullest extent permitted by law, the Licensor and You expressly agree hereby to waive any right to a trial by jury.
b. European Union (EU): Courts of Berlin.
c. Asia, Oceania or the Asia-Pacific region, other than Mainland China, Hong Kong SAR and Macau. Courts of Singapore.
d. Mainland China, Hong Kong Special administrative Region (SAR) and Macau. Arbitration before 3 (three) arbitrators in Hong Kong administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC administered arbitration rules in force when the notice of arbitration is submitted.
e. Switzerland and worldwide, unless in a country or region described above: Courts of Lausanne, Switzerland, without prejudice to a possible appeal to the Swiss Federal Tribunal.
Notwithstanding the foregoing, the Licensor may apply for injunctive relief and other equitable remedies (or their equivalent) in any court of appropriate jurisdiction or forum.
|Affiliate||means any company which, directly or indirectly, controls, is controlled by or is under common control with Pix4D, by means of ownership of more than 50% of the voting stock in said company.|
|API||means "A-pplication P-rogramming I-nterface", with respect to usage through command line interface and web API of the Pix4D Software.|
|Approved Source||means (i) Pix4D or (ii) its Affiliates, and (iii) the Pix4D authorized reseller, distributor or systems integrator from whom You acquired the Pix4D Software.|
|Device||means a computer or the like (including a smartphone) used by You for running the Pix4D Software.|
|Documentation||means any printed or online user or technical manuals, training materials, specifications or other documentation relative and applicable to the Pix4D Software provided by the Licensor or an Approved Source.|
|EULA||as per meaning in front page.|
|FAR||as per Section 9.4.|
|Indemnified Party||as per Section 5.2.|
|Laws and Standards||as per Section 5.1.|
|License||means the rights granted to You under the terms and conditions of the EULA, as further defined under Section 3.|
|Licensor||Pix4D SA, a Swiss joint-stock company (société anonyme), registered in Switzerland under number CHE 207.009.701 with its seat at EPFL Innovation Park, Bâtiment F, 1015 Lausanne, Switzerland, or (i) any of its Affiliates (which are currently Pix4D, Inc, with its registered office at 150 Post St, Ste 650, San Francisco,CA 94108, USA, and Pix4D China Technology Co, Ltd, with its registered office at Room 405, No. 798, Zhaojiabang Road, Xuhui District, Shanghai 200030, People's Republic of China, and Pix4D GmbH, with its registered office at Alte Jakobstrasse 85, 86 (Neue Grünstrasse 17, 18), 10179 Berlin, Germany, and all companies which, with respect to Pix4D SA, are controlling, controlled by or under common control with, Pix4D SA); and Pix4D Spain S.L., with its registered office at Paseo de la Castellana, 77 28046 Madrid, Spain.|
|Parties||as per Section 2.1.|
|Pix4D||means Pix4D SA, a Swiss joint-stock company (société anonyme), registered in Switzerland under number CHE 207.009.701 with its seat at EPFL Innovation Park, Bâtiment F, 1015 Lausanne, Switzerland, and its Affiliates.|
|Pix4D Software||means collectively the Pix4D software solution, any Upgrades, and any third-party software, documentation, interfaces, content, fonts and any data accompanying this License whether in read only memory, on any other media or in any other form, made available to You by an Approved Source and licensed to You by Pix4D.|
|Support||means the standard support provided by the Licensor, as per Section 4.3, which is the first-level technical support, i.e. front-line support for basic customer issues that are generally known or that can be solved by following scripts.|
|Upgrade||means any new release version of the Pix4D Software as per Section 4.2, including without limitation updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Pix4D Software and backup copies thereto.|
|Use or Using||means to download, install, activate, access or otherwise use the Pix4D Software.|
|You and Your||means the individual or legal entity licensing the Pix4D Software under this software license agreement.|
In addition to the general terms and conditions mentioned in the previous paragraphs:
a. The Pix4Ddiscovery License grants You the right to install and use a limited version of the Pix4D Software for free and during an indefinite period of time. Limitations to the Pix4D Software include restrictions to, or exclusion of, a number of functionalities, such as for example output, index calculator, mosaic editor and measurements.
b. The Pix4Ddiscovery License is the default License applicable whenever no other License is activated or valid.
c. No Support is provided during the term of the License. Upgrades are provided within the scope of the License.
d. The Pix4Dcapture License grants You the right to install and use the full version of Pix4Dcapture®, which is Pix4D's flight planning mobile app, for free and during an indefinite period of time.
e. Pix4Dcapture® is licensed with a dedicated disclaimer available in the "about" section of the app. By using Pix4Dcapture®, You are agreeing, in addition to the applicability of the EULA, to be bound by the terms of the disclaimer.
f. No Support is provided during the term of the License. Upgrades are provided upon their release.
g. The Pix4Dmapper License grants You the right to install and use the Pix4D Software on the number of devices mentioned in the License certificate that is provided by the Licensor to You upon completion of the subscription, against payment of a fee.
h. The terms of this Section also apply to the following Licenses:
– Pix4Dmapper, which may be acquired through License Rental or License Purchase from the Licensor or authorized resellers (including Pix4Dmapper Pro);
– Pix4Dmapper (OEM), which may only be purchased together with third-party manufactured drones and used exclusively together with said drone (including Pix4Dmapper LT Mosaic, Pix4Dmapper LT Mesh, etc.);
– Pix4Dmapper (Educational, Professor), which may only be acquired through License Purchase by universities, schools, research institutes and the like for educational research and teaching purposes;
– Pix4Dmapper (Educational, Student), which may only be acquired through License Rental by students enrolled in universities, schools, research institutes and the like which hold a Pix4Dmapper Educational, Professor license for educational research and teaching purposes;
– Pix4Dmapper (Educational, Classroom), which may only be acquired through License Purchase by universities, schools and the like for non-commercial, teaching purposes;
– Pix4Dmapper (Non-commercial), which may only be acquired through License Purchase for non-commercial use;
– Pix4Dag, which may be acquired through License Rental or License Purchase from the Licensor or authorized resellers;
– Pix4Dbim, which may be acquired through License Rental or License Purchase from the Licensor or authorized resellers;
– Pix4Dmodel, which may be acquired through License Rental or authorized resellers; and
– Pix4Dfields, which may be acquired through License from the Licensor or authorized resellers.
i. Upgrades and standard Support (as per Section 3) are:
– In case of acquisition through the License Rental, included during the entire rental term; and/or
– In case of License Purchase, included during the 1st (first) year after License Key Activation.
– Extension of the Upgrades and Support period, as well as of the level of Support, may be separately subscribed. See Section 3.5 and please contact Pix4D’s sales team by e-mail at email@example.com or by phone at +41 21 552 05 90.
j. The Pix4Dmapper Trial License grants You the right to install and use the Pix4D Software for free during a limited period of time as from activation for purposes strictly limited to the internal evaluation of the Pix4D Software in order to determine whether the Pix4D Software meets Your requirements and whether You desire to continue using the Pix4D Software. Certain components of the Pix4D Software may not be available for use under the Pix4Dmapper Trial License.
k. Upon expiry of the Pix4Dmapper Trial License, You must purchase or rent a new License or upgrade the existing License Key for further use of the Pix4D Software. Upon expiry of the trial period, the Pix4D Software shall automatically revert to the Pix4Ddiscovery License (see below).
l. No Upgrades and Support are provided during the term of the License.
m. The Pix4Dengine License (Pix4Dengine Server and Pix4Dengine Cloud) grants You the right to install, use and operate the Pix4D Software for the purpose of providing access to the Pix4D Software to Authorized SaaS Users within the limit of simultaneous Devices connected as mentioned in the License Certificate against payment of a fee calculated depending on actual use. The Pix4Dengine License shall constitute an authorization from the Licensor with respect to Section 2.2 (e).
n. By way of exception to Section 2.1 (a), You are granted a right to sub-license use of the components of the Pix4D Software that must be downloaded on Authorized SaaS Users’ Devices to interface with the Pix4D Software on the server, it being specified that such sub-license right shall be strictly limited to the time and scope required for the Authorized SaaS User to use the SaaS Service. Nothing in such sub-license shall operate to assign or transfer any intellectual property rights on the Pix4D Software from the Licensor to You and/or any Authorized SaaS User.
o. You shall publicly display the "Powered by Pix4D" logo whenever showcasing the services which use the Pix4D Software.
q. Nothing in the Pix4Dengine License shall constitute or create any relationship of representation, agency or partnership between the Parties. You will provide the SaaS Service to Your Authorized SaaS Users in Your own name and on Your own account and as an independent contractor. Neither Party shall have the power to incur any obligations in the name of or on behalf of the other Party or to pledge the credit of the other Party, without the written consent of such other Party.
r. Upgrades and standard Support (as per Section 3) are included. Extension of the Upgrades and Support period, as well as of the level of Support, may be separately subscribed. See Section 3.5 and please contact Pix4D’s sales team by e-mail at firstname.lastname@example.org or by phone at +41 21 552 05 90.
s. The License for the ParrotFields App is granted upon redemption of a download code provided by the provider of the hardware bundled with the ParrotFields App.
t. You shall take reasonable security measures to ensure that no person other than You or any person acting under your full liability and supervision accesses the Parrot App.
IMPORTANT NOTE: This Schedule A completes and details the EULA provided that it has been properly activated by having You contacting Pix4D’s sales team by e-mail at email@example.com or by phone at +41 21 552 05 90.
Unless otherwise defined in this Schedule A, capitalized terms shall have the meaning set forth in the EULA.
By way of exception to Section of the EULA, and providing You have reached an express agreement (confirmed by e-mail) with Pix4D sales' team and paid the associated fees, the Licensor expressly warrants and represents that:
(i) Conformity to specifications. For a period of one (1) year as from the entry into force of the EULA, the Licensor warrants that:
the Pix4D Software substantially conforms to the specifications detailed in the Documentation; and
the media on which the Pix4D Software is furnished will be free of defects in materials and workmanship under normal use;
(ii) Provision of error corrections. For the duration of the warranty granted under Section 1 (i) of Schedule A, the Licensor undertakes to provide error corrections - and, as soon as generally available, minor improvements – in order to assure that the Pix4D Software substantially performs in accordance with the specifications detailed in the Documentation;
(iii) No Third Party claim on the Pix4D Software. The Licensor further warrants that Your use of the Pix4D Software in the manner set forth in the EULA will not lead to any claims for infringement of intellectual property rights linked to the Pix4D Software by Third Parties (an "IP Claim");
(iv) Safe for work. At the time of manufacture, the Licensor has used regularly updated, commercial, industry accepted security controls and practices to prevent the introduction of any computer virus, trojan horse, malware, spyware, or other malicious technology into the Pix4D Software;
(v) No open source constraints. The Licensor warrants that the Pix4D Software does not contain any Third Party component or open source software that will require, as a condition of use, any disclosure of any source code, licenses for the purpose of making derivative works or allowing for redistribution at no charge;
(vi) Server maintenance. The Licensor warrants that there will be no period of time during which You are unable to read or write any data due to the unavailability of the global network of the Licensor (which is border routers, firewalls, load balancers, switches and servers) (downtime), for which You have appropriate permission to access, in excess of 12 (twelve) Business Hours.
(a) Except for the foregoing, the Pix4D Software is furnished "as is";
(b) To the sole exception of Section 1 (iii) of Schedule A, the foregoing warranties extend only to You who are the sole contractual partner of the Licensor;
(c) The foregoing warranty shall not apply to defects resulting from improper or inadequate maintenance by You, or any end user, or from any incompatibility with software supplied by You or from unauthorized modifications, misuse, mishandling or alteration, or operation outside of the contemplated use of the Pix4D Software;
(d) In no event, does the Licensor warrant that the Pix4D Software is error free or that You and/or the end users will be able to operate the Pix4D Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, the Licensor does not warrant that the Pix4D Software or any equipment, system or network on which the Pix4D Software is used will be free of vulnerability to intrusion or attack.
The Licensor shall determine in its sole discretion whether to repair or replace any defective Pix4D Software covered by the limited warranties mentioned in Section 1 of Schedule A. The Licensor will use all commercially reasonable efforts to repair or replace the defective Pix4D Software.
(a) Principle. The Licensor shall indemnify and hold You, to the exclusion of any other person, harmless from and against any and all losses, claims, costs, expenses, liabilities and damages (including, without limitation, reasonable fees and disbursements of counsel) arising out of or connected with any IP Claim, to the exclusion of IP Claims based on: (i) the combination, operation or use of the Pix4D Software with technology, content or other materials not supplied by the Licensor if the IP Claim would have been avoided by use of other technology, content or other materials; or (ii) modifications to the Pix4D Software if the modifications were not made by or done under the direction of the Licensor.
(b) Prerequisites. The Licensor's obligation to indemnify under Section 3 (a) of Schedule A shall only apply in relation to an IP Claim where (i) You immediately inform the Licensor of the receipt of the IP Claim, (ii) the Licensor is offered sole control of the defense of any actions and negotiations related to the defense or settlement of the IP Claim, (iii) You cooperate reasonably as required in the defense against the IP Claim, at the Licensor's expense, and (iv) such IP Claim has been settled with the Licensor's consent or has been successfully sustained in court. Notwithstanding the foregoing, You at all times retain the right to counsel of Your own to defend Your interests at Your own expense.
IMPORTANT NOTE: This Schedule B completes and details the EULA provided that it has been properly activated by having You contacting Pix4D’s sales team by e-mail at firstname.lastname@example.org or by phone at +41 21 552 05 90.
Unless otherwise defined in this Schedule B, capitalized terms shall have the meaning set forth in the EULA.
In the event of any conflict between this Schedule B and the EULA, this Schedule B will govern.
The Licensor provides extended support (Enterprise Support) to the terms and conditions below, which will be fixed for the duration of the subscription to the "Enterprise Support" services. If the Enterprise Support is renewed, the version of this "Enterprise Support" Schedule that is current at the time the renewal term commences will apply throughout the renewal term.
Technical support services “Support Services” to be provided by the Licensor hereunder is limited to the most current version of the Pix4D Software.
The Licensor's obligation to provide Support Services is contingent upon proper use of the Pix4D Software and full compliance with the EULA. Moreover, the Licensor shall be under no obligation to provide Support Services should such services be required due to (i) failure to operate the Pix4D Software within the systems requirements, (ii) any modification or attempted modification of the Pix4D Software by You or any Third Party, or (iii) Your failure or refusal to implement operations recommended by the Licensor.
Subject to the related fees mentioned under Section 3 of Schedule B, the Licensor shall provide Support Services, which require deep knowledge of the Pix4D Software, as per the following terms:
(i) Support Services will be available during the Business Hours.
(ii) All Support Services requests shall be made using the ticketing system located at https://support.pix4d.com and/or by phone at the helpline.
(iii) Upon receipt of a Support Services request, the Licensor will:
-provide a case tracking number to manage each support request, and
-investigate promptly any questions or problems related to the Pix4D Software, provided that adequate information be delivered to the Licensor to assist the investigation, such as the nature of the problem, including any information reasonably necessary for diagnosis and correction, the operation or the serial of operations being performed by the Pix4D Software when the problem occurred, detailed description of the problem, its duration, any attempts made by You to resolve the problem.
(iv) If need be, Support Services may be provided through screensharing.
(v) Certain operations recommended by the Licensor in answer to a Support Services request may compromise the integrity of Your data. You shall be aware that You must provide for adequate back-up of Your data at all times and the Licensor shall assume no liability in case of loss in the integrity for any reason whatsoever.
The Licensor shall make reasonable commercial efforts to correct or provide a workaround for any errors, defects, glitches or non-conformities found in the Pix4D Software within 5 (five) Business Days as from the date on which the support request was filed. In the event a correction or a workaround may not be provided within this deadline, the Licensor shall immediately inform You and indicate a commercially reasonable estimated timeline. The Licensor makes no warranties that it will resolve any particular Support Services request or that such resolution will meet Your requirements or expectations. When there is no resolution to the Support Services request, the Licensor will inform You that the issue cannot be resolved and give a workaround / action plan when applicable.
2.2 Guaranteed Response Time
(a) The guaranteed response time is related to the impact that the Support Services request has on Your business (the "Business Impact"). You shall indicate its estimated Business Impact when submitting a Support Services request or calling the Licensor helpdesk by phone.
(b) The Licensor reserves the right to reclassify the Business Impact at any time if it reasonably believes the classification is incorrect.
(c) The following table is a reference to the guaranteed response times that can be expected according to the Business Impact:
|Business Impact||Description||Guaranteed first response time for Action Plan, Status Updates, Resolution when applicable|
|Critical||Highly visible incident – a process or tool has stopped working – more than 50% of customers or projects are affected.||2 Business Hours|
|Major||A process or tool has stopped working – a single customer or project is affected.||4 Business Hours|
|Moderate||Learning how to use a tool or feature that has a significant impact on your workflow.||8 Business Hours|
|Limited||Incident creating minor impairment of functionality / Product feedback.||12 Business Hours|
Enterprise Support will be provided, for the entire duration of the EULA, against payment of the monthly fee published at the date of signature (or renewal) of the Enterprise Support on the following Licensor's webpage: https://pix4d.com/enterprise-extended-support/, excl. VAT if applicable, invoiced to You at the end of each month.